Homer Bedloe, trouble-shooter for the C&F W Railroad, is sent by railroad president Norman P. Curtis to the little community of Hooterville to find out why a branch line doesn't connect with the main line. The branch line carries the "Cannonball" train, and is vital to the Shady Rest Hotel, run by Kate Bradley, her three grown daughters and "Uncle Joe" Carson. If Bedloe succeeds in shutting down the Cannonball, Kate faces ruin. John Ashley appears as passenger Fred.

Kate uses a combination of charm, subterfuge, and wiles to prevent Homer Bedloe from catching the Hooterville Cannonball and getting to Pixley in order to initiate proceedings that would permanently terminate the train's operation. She has to keep him at the Shady Rest long enough to convince him that the Cannonball is an integral part of the valley's life. When all else fails, Kate gets Sam, the Hooterville Jack of all professions, to scare Bedloe into changing his mind.

C&F W Railroad President Norman P. Curtis is incensed that ace troubleshooter Homer Bedloe utterly failed to scrap the Hooterville Cannonball. Taking matters into his own hands, he decides to do it himself, incognito. Although Curtis doesn't intend on appearing as such, he comes across to Kate and others in the valley as a hobo after he takes a tumble in a field, ripping and dirtying his suit and losing his wallet in the process. But, he has a change of heart when he experiences Kate's hospitality and kindness.

The Cannonball and its primary passenger, Uncle Joe, are pelted with eggs after the Hooterville Hornets, coached by Uncle Joe, are drubbed in what may be their worst game ever. Another unexpected passenger on that run is Homer Bedloe, who is surprisingly cordial and pleasant. Uncle Joe doesn't see anything wrong with Bedloe being cordial and taking it like a man in defeat in his efforts to scrap the Cannonball. Kate on the other hand believes Bedloe is up to no good. News gets to Sam that John Fisher and Max Thornton, two bigwigs from the railroad, are coming for a surprise inspection the following day. When Kate learns this news, they have to go clean-up the Cannonball. Plus, they have to keep Bedloe preoccupied so that he won't know what they're up to. And third, they have to railroad the visiting bigwigs about how deluxe the service on the Cannonball is. Fisher and Thornton are very impressed with the service.

The Bradleys, Sam Drucker, Herby, Charlie and Floyd are decorating the Cannonball for its annual Christmas Eve trip of caroling, gift-giving and merriment around the valley. But, Homer Bedloe is determined to be a Scrooge and take possession of the train on Christmas Eve. Railroad President Norman Curtis finds out what Bedloe is up to and goes to Hooterville to stop him.

When Kate unexpectedly sees Homer Bedloe in Hooterville, she knows trouble is in store. Bedloe plans on selling the Cannonball, a seemingly one-of-a-kind antique locomotive. His buyer is millionaire retired train man and antique train aficionado, Phillip Waterhouse. Waterhouse is an old, ornery and snobbish man who generally gets what he wants. With Charley and Floyd's help, Kate hopes she can convince Waterhouse that the train is in such disrepair that it's not worth buying. Kate's plan backfires when she learns Waterhouse enjoys repairing old trains. She hopes that with the family's help, she can get through to Waterhouse the necessity of the train to the valley.

Homer Bedloe is back in Hooterville trying yet again to find a way to shut down the Cannonball. He believes there must be something in the financial books since Charley and Floyd have not submitted a report in twelve years. That plan ends up being more confusing to Bedloe than it's worth pursuing. Meanwhile, Uncle Joe is given the task of digging a drainage ditch down by the tracks. He finds the lazy way to do it by advertising that guests can dig for silver down by the tracks. He figures others will do the digging for him. Bedloe decides to sell leases all along the track from Hooterville to Pixley for people to prospect for silver. In the process, all the digging will just rip up the track, leaving the train unable to run without major repairs to the track. Kate can see through Bedloe's scheme and she devises a way to outsmart him once again to keep the Cannonball running.

Norman Curtis, President of the C&FW Railroad, is currently on vacation in Europe. He left instructions not to do anything to the Cannonball while he's gone. However, Homer Bedloe has a scheme to shut down the Cannonball for good. He hopes to do it without disobeying Curtis' orders. The plan entails Bedloe being appointed Superintendent of the Cannonball. He would then enforce an efficiency program with an impossible to meet new schedule. He expects Charley and Floyd will eventually just give up. Kate and the gang go to the stockholders meeting where she believes they've got a secret weapon to ruin Bedloe's plans.

Kate receives a telegram from Railroad President Norman Curtis that he is sending Homer Bedloe with someone named Fred. Fred is actually Mr. Curtis' housekeeper's aged basset hound. Curtis believes Fred needs some good country air and space to re-energize himself. Curtis also hopes that Bedloe will soften his ways in the process. Bedloe comes up with the plan to "ruin" Fred and have him return to Curtis in worse shape than he arrived. That will hopefully sour Curtis' view of the Shady Rest and what it stands for. Kate figures out a way to bring back spirit to Fred and a way to break Bedloe's spirit.

Homer Bedloe arrives at the Shady Rest with his son, Homer Bedloe Jr., who is as hateful and devious as his father. He even looks like his father down to the horn-rimmed glasses. Bedloe Sr.'s plan is that he wants to appear the loving and caring father, bringing his son up right. Then he will leave Jr. alone at the Shady Rest to snoop around and find a way to shut down the Shady Rest and the Cannonball for good. But Jr. comes to like everyone because he is treated with kindness and goodwill for no apparent reason.

Sam, Charley, Floyd and Uncle Joe are rehearsing a reenactment of the signing of the treaty between the Umquaw Indians and the C&FW Railroad. The treaty gave Indian land in the vicinity of Deadman's Curve to the company. Joe thinks the reenactment will bring in tourists to the area and guests to the hotel. Meanwhile, Norman Curtis wants the company's stockholders' meeting to be held at the Shady Rest with Homer Bedloe presiding. Norman tells Bedloe he doesn't want anyone to vote for anything that would harm Kate or the people of the valley. Bedloe finds out about Joe's treaty reenactment plan. He then finds out that the Umquaw never signed the treaty according to C&FW files. Bedloe lets the Umquaw know. Despite not really wanting to do it, Chief Fleeteagle and Black Salmon make what will be a profitable deal for them and the end of the Cannonball. Kate may come up with the best deal of them all.

Billie Jo is upset that the Cannonball is late and she believes it has outlived its usefulness. Meanwhile, Homer Bedloe, the Hooterville Cannonball's arch-enemy, has been having terrible nightmares about the train. To get rid of them, his psychiatrist Dr. Leonard suggests that he "learn to love" the Cannonball. The Cannonball has been encountering some broken tracks. Kate decides to let the C&FW Railroad know. Bedloe writes back that he will fix the tracks. When Bedloe visits the Shadyrest Hotel, he is surprised how friendly everyone is being to him. Everyone except Uncle Joe. But Kate was just gas-lighting Bedloe and didn't really believe the change in him when he said he loved the train. She finds out Bedloe is planning to remove the old damaged tracks instead of replacing them to shut down the Cannonball. Kate comes up with a plan to stop him.

The Cannonball has temporarily ceased operations. The reason is a bird has built a nest on top of the smokestack and has laid five eggs. Charley and Floyd refuse to move the train until the eggs have hatched. They figure it will be two weeks before they hatch. When Homer Bedloe hears of this news, he is all in support of what Charley and Floyd are doing, he even puts an article in the paper about it. But he has a reason why he wants to help the birds: If the train doesn't run for two weeks, he can shut it down permanently. Homer shows up at the hotel and Kate is suspicious of his motives. Billie Jo and Betty Jo overhear Homer's plan and tell Kate. Kate comes up with a plan to save both the Cannonball and the birds.

Kate has a lot of outstanding debts, plus she hasn't made a mortgage payment in six months. Mr. Guerney, the President of the Pixley Bank, informs her that there is a new majority shareholder of the bank. Because of this, she has two weeks to pay $138 on her mortgage or the bank will have to foreclose. Mr. Guerney didn't tell Kate that the majority shareholder is Homer Bedloe, who hopes to ruin Kate. The girls say they will get part time jobs to help raise the money. Kate gets a job as a short order cook, but she doesn't last long at it. Kate and the girls do come up with the amount needed, but some of it's in I.O.U.s. Bedloe says that isn't good enough and still wants to foreclose. Mr. Guerney comes up with a way to give Kate a little more time.

In this second half of a two-part story, Homer Bedloe has controlling interest in the Pixley Bank and has fired its President, Mr. Guerney. He has decided not only to foreclose on Kate's mortgage, but foreclose on all the bad mortgages in the valley. That will make the Cannonball's services useless. The Shady Rest is going to host a Monte Carlo night as a modest fundraiser. Whoever wins the most fake money by the end of the evening wins the secret grand prize. Betty Jo's friend Willie gets vibrations off of the roulette wheel and can guess the number every spin. Uncle Joe wants send Willie to Vegas to win enough money to solve all their problems. With Willie's help, Kate comes up with a plan to save the valley and get rid of Bedloe.

Homer Bedloe, arch-enemy of the Hooterville Cannonball, returns in abject disgrace and poverty to Hooterville Valley. He has been replaced by Wilbur Goodfellow, who supposedly is the exact opposite of Bedloe in every way. Bedloe is looking for somewhere to stay, at least for a little while. Goodfellow arrives to inspect the spur line and the Cannonball. After his inspection, Goodfellow plans to make major investments into the line. He plans to send the Cannonball in for a refit and to loan a new locomotive as a temporary replacement. Everyone is excited by all this news. After Kate goes to the cinema in Pixley, she discovers the whole thing is a scam and that Bedloe and Goodfellow are working together.

Uncle Joe is excited about a new capital works project for the valley. The plan is to dam up Bleeker Creek which will create a new lake in the area. Kate points out to Uncle Joe that the location of the new lake does not mean that the hotel will be lake front property, but rather be under water in the middle of the lake. When she sees how this project will devastate her and the Cannonball, she knows Homer Bedloe is behind it. Kate needs to collect two hundred signatures for a restraining order petition. When Kate comes up two signatures short, Mr. Fletcher the Commissioner of Conservation, says nothing will stop them from putting in the lake. Uncle Joe's dog winds up saving the Shady Rest.

Note: This episode is the last one where Gunilla Hutton plays Billie Jo.

Charley and Floyd derail the Cannonball going around Deadman's Curve. They believe the reason for the derailment was that Floyd had removed too many of the railroad ties to stoke the engine. Uncle Joe calls the C&FW Railroad, who agree to pay the necessary $300 insurance deductible for the repairs. Homer Bedloe shows up and finds out that a railroad employee's negligence caused the accident which in turns means the insurance company will not pay. Kate comes up with a plan where she gets some valley residents to put up the money and become stockholders of the train. But the Hooterville residents, taking over operation of the Cannonball, demand so many changes that the train's crew decides to quit. Kate finds a way for everyone to get their money back and to have Charlie and Floyd back at their jobs.

Young Doctor Craig announces that he's leaving the valley since there just isn't enough business for him and Doc Stuart. Kate thinks she's come up with a solution for him to stay. He should specialize in house calls for people who can't make it into the office. He enlists the help of Floyd and Charley, who wait for him as he makes his stops along the rail line. Homer Bedloe arrives to see what trouble he can stir up to shut down the Cannonball. Bedloe thinks he can use Doc Craig's new business as a reason to shut down the train, because it delays the schedule. Kate figures out what Bedloe is up to. But, she also figures out how to have the doctor treat his patients and still have the Cannonball arrive on time.

It's the Christmas season, and everyone's in a rush to decorate the Cannonball in preparation for their annual caroling and gift delivery runs. Their plans are placed into jeopardy with the arrival of Homer Bedloe. He says that what they are doing is against railroad policy and he won't allow it. Kate hopes that Bedloe will have some heart, and she tries to use her best Christmas spirit in treating Bedloe with kindness to change his mind. Only Norman Curtis, the President of the Railroad, may be able to make Bedloe change his mind.

Homer Bedloe shows up unexpectedly. He's come to announce there will be a new general manager for the Cannonball, who will oversee the train's operations. That person is Uncle Joe. Uncle Joe begins to act like a tyrant in bossing around Charley and Floyd. Charley, Floyd and everyone in the valley are mad at Uncle Joe for his new operating rules. Charley and Floyd quit leaving Uncle Joe to operate the train on his own, which he doesn't know how do. That's exactly why Bedloe appointed Uncle Joe. Norman Curtis, President of the CF&W is arriving shortly to make an inspection. Kate gets Charley and Floyd to resume their jobs so that the train can look to be operating efficiently. They may have a problem in doing so after what Uncle Joe did to the train.

Kate receives a surprisingly sweet letter from Homer Bedloe saying he will be coming to the Shady Rest for a few days. Kate is suspicious. Upon his arrival, Bedloe is as sweet as his letter. He tells Kate that the reason for his visit is that a valuable race horse is being transported from Hooterville to Pixley on the Cannonball. He wants to be around to make sure all goes smoothly. Ray Rogers, the race horse owner, tells Kate that the horse is being transported to a county fair. But when Kate sees the broken down nag that they are calling a race horse, Kate knows that Bedloe and Rogers are working together. Kate figures out Bedloes and Rogers' scheme and also figures out a way to foil his plan.

The Cannonball arrives at the Shady Rest with a "For Sale" sign and Homer Bedloe. The train will go to the highest bidder. One bid has already come in from a junk dealer who wants it for scrap. Bedloe also tells them that the sale is out of his hands because the C & FW Railroad has been sold to the H. Greene Company. The people of the valley decide to try and raise the money to outbid the junk dealer. They find out that bid is higher than what they can possibly raise. Uncle Joe and Sam decide to go to Chicago and meet with H. Greene. They discover that H. Greene is Henrietta Greene. Once Henrietta realizes how much the Cannonball means to the valley, she calls off the sale.

The Cannonball's arch enemy, Homer Bedloe, has arrived in the valley. All he seems to be doing is riding the train. Sam and Joe learn that Bedloe is watching Wendell's performance to use as an excuse to scrap the Cannonball in favor of a bus service for the valley. That would put the Shady Rest out of business as there is no road that goes by the hotel. Janet comes up with the idea to use kindness in dealing with Bedloe's mean ways. They decide to throw Bedloe a birthday party. A cake sent from Granny to the Elliotts ends up playing a part in Janet's plan. Charles Lane's final appearance as Homer Bedloe ends on a happy note, with him finally giving up his quest to shut down the Cannonball.